SCHEDULE: XWELL: Investors Increase Stake Amid Merger Talks

American Ventures LLC and Dominari Holdings Inc. have amended their Schedule 13D filing to reflect an increased beneficial ownership stake in XWELL, Inc., coinciding with ongoing discussions for a potential strategic transaction.

Summary

• American Ventures LLC, Series XXIV XWELL, American Ventures Management LLC, American Ventures IM LLC, Dominari Holdings Inc., Eric Newman, and Anthony Hayes (collectively, the Reporting Persons) have filed an amended Schedule 13D regarding their beneficial ownership of XWELL, Inc. common stock.
• As of September 8, 2026, the Reporting Persons beneficially own 993,617 shares of common stock, representing 9.975% of the outstanding shares, after converting 467 shares of Series H Convertible Preferred Stock.
• The filing also notes that Dominari Holdings Inc. directly owns 5,248,000 warrants exercisable into 5,248,000 shares of common stock.
• The Reporting Persons acquired these securities for investment purposes and may engage in discussions with XWELL's management and board regarding potential strategic transactions, including mergers and acquisitions.
• A Support Agreement was entered into on July 6, 2026, with Express Wellness Group, LLC (Buyer), obligating the Reporting Persons to vote their shares in favor of a proposed Securities Purchase Agreement, subject to certain conditions.
• The Reporting Persons have increased their beneficial ownership limitation for Series H Convertible Preferred Stock from 4.99% to 9.99%, effective September 7, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily due to the strategic alignment and increased ownership stake, but tempered by the ongoing nature of discussions and the reliance on a third-party transaction.

Positives

• Increased beneficial ownership stake to 9.975% by the Reporting Persons.
• Conversion of Series H Convertible Preferred Stock into common stock, demonstrating active engagement.
• The Reporting Persons are actively involved in discussions for potential strategic transactions, indicating a belief in the company's future value.
• The Support Agreement ensures voting alignment for a specific transaction, providing a degree of certainty for that deal's progression.

Negatives

• The beneficial ownership is subject to limitations (4.99% or 9.99%) that restrict further conversion or exercise of securities.
• The Reporting Persons disclaim beneficial ownership of shares exceeding these limitations.
• The Support Agreement is contingent on the consummation of a Securities Purchase Agreement, which may not be finalized.
• The filing indicates discussions are ongoing, with no definitive agreements for strategic actions yet in place.

Risks

• The Beneficial Ownership Limitation restricts the ability to convert or exercise securities beyond 4.99% (or 9.99%), potentially limiting future stake increases.
• The outcome of discussions with XWELL's management and third parties regarding strategic transactions remains uncertain.
• The Support Agreement is tied to the successful completion of a Securities Purchase Agreement, which itself is subject to various conditions and potential termination.
• Potential for market volatility and changes in general economic or industry conditions could influence future investment decisions.

Future Outlook

The Reporting Persons may engage in discussions with XWELL's management and board regarding potential strategic transactions, including merger and acquisition opportunities. They are also in discussions with third parties that may result in such actions, though no definitive agreements are currently in place. The future actions depend on various factors including the Issuer's financial position, market conditions, and industry trends.

Management Comments

• The Reporting Persons may engage in discussions with the Issuer's management, board of directors, stockholders, and other interested parties concerning potential strategic transactions, including possible merger and acquisition opportunities.
• The Reporting Persons may from time to time make introductions or otherwise facilitate discussions between the Issuer and third parties regarding such potential opportunities.
• The Reporting Persons are in discussions with third parties that may result in one of the actions described in Item 4(a)-(j) above, however there are currently no definitive agreements to undertake such actions.
• The Reporting Persons may continue to review and consider other opportunities that may present themselves from time to time, depending on various factors, including the Issuer's financial position, the price level of the securities, conditions in the securities markets, general economic and industry conditions, or other factors.

Industry Context

StockSavvy.ai notes that this filing occurs within a broader market environment where consolidation and strategic partnerships are common, particularly for companies seeking to enhance market position or financial stability. The active engagement by significant investors like American Ventures and Dominari suggests a belief in XWELL's underlying potential, even amidst the complexities of its current capital structure and potential transactions.

Stakeholder Impact

• Shareholders may see increased volatility due to ongoing strategic discussions and potential M&A activity.
• The increased ownership by Reporting Persons could signal a more active role in the company's future direction.
• Creditors and suppliers may be impacted by the outcome of potential strategic transactions, which could alter the company's financial structure or operational scope.

Next Steps

• Continue discussions with XWELL's management and third parties regarding potential strategic transactions.
• Monitor the progress and potential consummation of the Securities Purchase Agreement with Express Wellness Group, LLC.
• Evaluate further investment opportunities based on market conditions and the Issuer's performance.

Key Dates

Recommendation

The filing indicates active strategic engagement and an increased ownership stake, which are positive signals. However, the reliance on ongoing discussions and a third-party transaction, coupled with ownership limitations, suggests a 'hold' position until more definitive actions or outcomes are clear. The potential for strategic shifts warrants close monitoring.

Keywords

XWELL, Schedule 13D, Beneficial Ownership, Convertible Preferred Stock, Warrants, Strategic Transaction, Merger, Acquisition